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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
1. Name and Address of Reporting Person: Lee Jackson
712 Arrowhead Lane, Murray, Utah 84107
2. Issuer Name and Ticker or Trading Symbol:
UPLAND ENERGY CORPORATION (UPLC)
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year: 05/99
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all Applicable)
(X) Director (X) Officer, give title below (X) 10% Owner ( ) Other
Title: President
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I
NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Security: N/A
2. Transaction Date (Month/Day/Year): N/A
3. Transaction Code: Code __ V __
4. Securities Acquired (A) or Disposed of (D):
Amount: (A) ______ Price: _______
Amount: (D) ______ Price: _______
5. Amount of Securities Beneficially Owned at End of Month: 416,072
6. Ownership Form: Direct (D) or Indirect (I): (D) X (I)
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7. Nature of Indirect Beneficial Ownership: N/A
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TABLE II
DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF OR BENEFICIALLY OWNED
1. Title of Derivative Security: Options
2. Conversion or Exercise Price of Derivative Security: $0.25
3. Transaction Date (Month/Day/Year): 05/19/99
4. Transaction Code: Code: P V: __
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(A) 64,000 (D)
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6. Date Exercisable and Expiration Date (Month/Day/Year):
Date Exercisable: 05/19/99 Expiration Date: 05/19/04
7. Title and Amount of Underlying Securities:
Title: Common Stock Amount or Number of Shares 64,000
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8. Price of Derivative Security: $0.00
9. Number of Derivative Securities Beneficially Owned at End of Month:
139,000
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(D) X (I)
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11. Nature of Indirect Beneficial Ownership: N/A
Explanation of Responses: The option is partial consideration for loan to the
issuer
Signature of Reporting Person: /S/Lee Jackson
Date: 6/2/99
